Holdco Contribution Sample Clauses

Holdco Contribution. (a) At the Closing and immediately following the Exchange, Holdco shall Contribute to the capital of the Company (i) all of Holdco's right, title and interest in and to all of the TWE Partnership Interests set forth in Section 2.7 of the AOLTW Disclosure Letter, which will constitute all of the TWE Partnership Interests held by Holdco and (ii) pursuant to and in accordance with the TWIC Contribution Agreement, all of Holdco's right, title and interest in and to all of the TWIC Broadband Assets (other than TWIC Delayed Transfer Assets), in each case, free and clear of all Liens other than the Company Assumed Liabilities (the assets described in clauses (i) and (ii) being referred to collectively as the "COMPANY TRANSFERRED ASSETS");
Sample 1Sample 2
AutoNDA by SimpleDocs
Holdco Contribution. 28 2.8 The TWE Recapitalization......................................................29
Sample 1
Holdco Contribution. (a) At the Closing and immediately following the Exchange, Holdco shall Contribute to the capital of the Company (i) all of Holdco’s right, title and interest in and to all of the TWE Partnership Interests set forth in Section 2.7 of the AOLTW Disclosure Letter, which will constitute all of the TWE Partnership Interests held[ by Holdco], directly or indirectly, by AOLTW (other than the TWE Partnership Interests held directly or indirectly by the Company or the ATC Prior Partnership Interest) and (ii) pursuant to and in accordance with the TWIC Contribution Agreement, all of Holdco’s right, title and interest in and to all of the TWIC Broadband Assets (other than TWIC Delayed Transfer Assets), in each case, free and clear of all Liens other than the Company Assumed Liabilities (the assets described in clauses (i) and (ii) being referred to collectively as the “Company Transferred Assets”);
Sample 1
Holdco Contribution. Effective following the Internal Distribution and the transfers and assumptions described in Section 1.02(e), Parent shall Convey to HoldCo and HoldCo shall accept, all of the outstanding equity securities of Energy Supply in accordance with the Separation Plan, in each case free and clear of any Security Interest other than pursuant to the Financings, following which Energy Supply shall be a wholly-owned, direct Subsidiary of HoldCo (together with any Conveyance of Energy Supply Liabilities from Parent to HoldCo pursuant to Section 1.02(f), the “HoldCo Contribution”), in a transaction intended to qualify, together with the Distribution, as a tax-free reorganization pursuant to Sections 368(a)(1)(D) and 355 of the Code.
Sample 1

Related to Holdco Contribution

  • No Contribution Each Designated Shareholder waives, and acknowledges and agrees that he shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other liability to which he may become subject under or in connection with this Agreement or the Designated Shareholders' Closing Certificate.

  • Catch-Up Contributions Unless otherwise elected in Section 2.4 of this amendment, all employees who are eligible to make elective deferrals under this plan and who have attained age 50 before the close of the plan year shall be eligible to make catch-up contributions in accordance with, and subject to the limitations of, Section 414(v) of the Code. Such catch-up contributions shall not be taken into account for purposes of the provisions of the plan implementing the required limitations of Sections 402(g) and 415 of the Code. The plan shall not be treated as failing to satisfy the provisions of the plan implementing the requirements of Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416 of the Code, as applicable, by reason of the making of such catch-up contributions.

  • The Contribution Prior to the Effective Time, and subject to the terms and conditions set forth in the Distribution Agreement, Grace intends to cause the transfer to a wholly owned subsidiary of Grace-Conn. ("Packco") of certain assets and liabilities of Grace and its subsidiaries predominantly related to the Packaging Business (the "Contribution"), as contemplated by the Distribution Agreement and the Other Agreements.

  • Initial Contribution The capital contributions to be made by the Member and with which the Company shall begin business are as follows: Member Name Contribution Membership Interest Century Land Holdings, LLC $ 1,000.00 100 %

  • Public Cash Contribution The Parties acknowledge that, in connection with the Offering, public investors, through the Underwriters, shall make a capital contribution to the Partnership of $[ ] million in cash (the “IPO Proceeds”) in exchange for [ ] Common Units (the “Firm Units”) representing an aggregate [ ]% limited partner interest in the Partnership, and new limited partners are being admitted to the Partnership in connection therewith.

  • ALLOCATION OF CONTRIBUTIONS If the application is in good order, the initial Contribution will be applied within two Business Days of receipt at the Retirement Resource Operations Center. During the right to cancel period, all Contributions will be allocated in one or more of the Sub-Account(s) as specified in the application. During the right to cancel period, the Owner may change the allocations to the Sub-Accounts. Subsequent Contributions will be allocated to the Annuity Account in the proportion Requested by the Owner. If there are no accompanying instructions, then allocations will be made in accordance with standing instructions. Allocations will be effective upon the Transaction Date.

  • Member and Capital Contribution The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein. The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

  • Initial Capital Contribution On March 7, 2007, the Member made a capital contribution of One Hundred Dollars ($100.00) to the Company, and, as consideration therefor, the Member received a percentage interest of One Hundred Percent (100%) in the Company.

  • Contribution Payment To the extent the indemnification provided for under any provision of this Agreement is determined (in the manner hereinabove provided) not to be permitted under applicable law, the Company, in lieu of indemnifying Indemnitee, shall, to the extent permitted by law, contribute to the amount of any and all Indemnifiable Liabilities incurred or paid by Indemnitee for which such indemnification is not permitted. The amount the Company contributes shall be in such proportion as is appropriate to reflect the relative fault of Indemnitee, on the one hand, and of the Company and any and all other parties (including officers and directors of the Company other than Indemnitee) who may be at fault (collectively, including the Company, the "Third Parties"), on the other hand.

  • Employer Profit Sharing Contributions An Employee will be eligible to become a Participant in the Plan for purposes of receiving an allocation of any Employer Profit Sharing Contribution made pursuant to Section 10 of the Adoption Agreement after completing ________ (enter 0, 1, 2 or any fraction less than 2)

Time is Money Join Law Insider Premium to draft better contracts faster.